SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Six Months Ended June 30, 2003
ATLAS PACIFIC LIMITED
(Translation of registrant’s name into English)
6 Rous Head Road, North Fremantle WA 6159
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)
ATLAS PACIFIC LIMITED
A.B.N. 32 009 220 053
AND ITS CONTROLLED ENTITIES
HALF YEAR FINANCIAL REPORT
30TH JUNE 2003
1. | 1 | |||
2. | 1 | |||
3. | 5 | |||
4. | 6 | |||
5. | 7 | |||
6. | 8 | |||
7. | 12 | |||
8. | 13 | |||
9. | 14 |
DIRECTORS REPORT
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
The Directors present the financial report of Atlas Pacific Limited (“the Company”) and the consolidated accounts of the economic entity, being the Company and its controlled entities for the half year ended 30th June 2003 and the auditors report thereon.
The Directors of the Company during or since the end of the half year are:
Name | Period of Directorship | |
Walter Frederick James, M.I.E. Aust, F.A.I.C.D. Chairman | Director since 23 March 1999 Chairman since 1 January 2003 | |
George Robert Warwick Snow, B.Ec., F.A.I.C.D. Deputy Chairman | Director since 28 October 1997 | |
Stephen John Arrow Non-Executive Director | Director since 29 June 1999 | |
Joseph James Uel Taylor, B.Sc. (Biology), Ph.D. Managing Director | Director since 13 September 2000 | |
Admiral Raden Pandji Poernomo Retired Director | Director since 30 November 1995 - 21 May 2003 (Continues as Director of Indonesian subsidiary – PT Cendana Indoperals) | |
Alexander McBride Kerr, B.A., B.Sc (Econ), M.A., Ph.D Retired Director | Director from 31 August 1993 - 21 May 2003 Chairman from 30 May 1997 - 31 December 2003 | |
ACTIVITIES AND REVIEW OF OPERATIONS
The only activity of the economic entity is that of the development and management of a pearl farming business located in Indonesia. There has been no significant change in the activities of the economic entity since the last year end report.
| 1. | Profit Result |
The Company announces an after tax profit of $906,643 which was achieved on sales revenues of $5,504,730 for the six months period ending 30th June 2003. During the corresponding period last year, ie, six months ended 30th June 2002, the results were a profit of $3,324,342 on sales revenues of $8,109,971.
The gross profit margin for the group has been affected by a lower yield of “sellable” grade pearls compared to previous years. For the first time, many of the pearls harvested this year were the result of repeat operations on oysters. The pearls produced from these re-operated oysters were of poorer quality than pearls produced from, first time operated (virgin) oysters and fewer “sellable” pearls have resulted. The net effect is a reduced overall yield of “sellable” quality pearls compared to the number of oysters operated. The number of virgin oysters seeded during 2001 and 2002 did not increase, largely as a result of lower production of juveniles brought about by the unfavourable climatic conditions (El Nino). At the same time, the Company has increased expenditure in line with future growth strategies.
| 2. | Sales and Harvests |
$4,790,622 of the total sales revenue was achieved from the sale of “sellable” grade pearls. Proportionally fewer pearls were sold in the first half of 2003 than in the co-responding period in 2002 due to a reduced global demand and a lower quantity of “sellable” grade pearls. The revenue for this reporting period has also been effected by the strengthening Australian Dollar against the Japanese Yen (the currency in which the majority of pearls are sold). This and quality differences has led to a lower Australian dollar value per weight of pearls.
1
DIRECTORS REPORT
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| 3. | Pearl Farm Operations |
The restructuring program implemented last year is now well advanced. The Alyui Bay Project in West Papua is now focused on preparing mature oysters for operation, maintaining operated oysters and harvesting. The grow-out of juvenile oysters has been removed from Alyui Bay. This facility remains as the primary pearl production asset of the Company and its dedicated use for this purpose will ensure that maximum cost efficiency is achieved. The restructuring has already seen efficiencies through the reduction in labour requirements. As the costs of the Alyui Bay facilities are largely fixed, the primary objective is to ensure that the maximum number of juvenile oysters are supplied at the cheapest possible cost from other grow-out sites.
The growing of juvenile oysters is now being undertaken at Bali and North Maluku at a greatly reduced cost compared to Alyui.
More than 90% of operations have been on virgin oysters and those oysters that have been re-operated after harvest have been carefully selected for their health and previous pearl quality. The emphasis on the use of virgin oysters is expected to have a positive impact on future yields.
| 4. | Joint Farming Operations |
As has been advised previously, the Company is now committed to two joint hatchery and grow-out facilities, one located on the north coast of Bali and the other located near the island of Bacan on the North Maluku region. Both of these ventures have proved very successful for the Company in meeting its objectives and expectations.
| 5. | Socio-Political and Security Situation |
The focus on the relative instability from a security perspective in Indonesia has been clearly publicised in the media and these risks remain for many countries in S.E. Asia. The Company continues to review the security risk to its staff and assets and has taken steps to provide additional security where possible. Efforts continue in relation to the promotion of good relations between the Company and local and regional stakeholders and national authorities in Indonesia.
| 6. | Conclusion |
The Company has made significant progress in spreading risk through the establishment of geographically diverse grow-out and farm facilities. The change in operational structure has contributed towards better utilisation of the Company’s assets, which we expect to reflect in improved profit margins in the future.
SIGNIFICANT CHANGES
There have been no significant changes in the state of affairs of the economic entity during the period.
DIVIDENDS
On 30th April 2003, a dividend of one (1) cent per share was paid. This dividend was franked to one (1) cent.
2
DIRECTORS REPORT
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
MATTERS SUBSEQUENT TO 30TH JUNE 2002
See Note 10.
The results of significant operation activities are made available to shareholders and other interested parties through announcements to the Australian and Nasdaq Stock Exchanges.
DIRECTORS MEETINGS
The attendance at meetings of the Company’s Directors including meetings of the Audit Committee is shown below:
Director | Period | Number of Directors Meetings | Audit Committee Meetings | |||||||
Held | Attended | Held | Attended | |||||||
W.F. James | 01/01/03 – 30/06/03 | 5 | 5 | 1 | 1 | |||||
G.R.W. Snow | 01/01/03 – 30/06/03 | 5 | 5 | — | — | |||||
S.J. Arrow | 01/01/03 – 30/06/03 | 5 | 4 | — | — | |||||
J.J.U. Taylor | 01/01/03 – 30/06/03 | 5 | 5 | 1 * | 1* | |||||
A.M. Kerr | 01/01/03 – 31/05/03 | 4 | 4 | 1 | 1 | |||||
R.P. Poernomo | 01/01/03 – 31/05/03 | 4 | 4 | N/A | N/A | |||||
| * | Not as a member of the Audit Committee |
As at the date of this report the economic entity has an audit committee which is made up of all members of the Board with the exception of the Managing Director. The Directors have the right, in connection with their duty and responsibilities as directors, to seek independent professional advice at the Company’s expense.
DIRECTORS BENEFITS
Pursuant to a lease agreement, Arrow Pearling Company Pty Ltd, a company of which Mr S.J. Arrow is a substantial shareholder and director, provided office accommodation and services for the Australian based operations. An amount of $21,184 was paid to this company for these services during the half year ended 30th June 2003 (6 months to 30th June 2002—$23,825).
Pursuant to a separate agreement, Arrow Pearling Company Pty Ltd earned consultancy fees of $114,621 during the half year for the supply of technical expertise and training of pearl nuclei operations and other pearling matters (6 months to 30 June 2002—$135,609). This agreement was entered into in March 1999 prior to Mr. Arrow becoming a board member and it was entered into on commercial terms.
Admiral R.P. Poernomo received an administrative/office rental fee to accommodate the Jakarta office of PT Cendana Indopearls on normal commercial terms for the equivalent of $18,161 for the six months ending 30 June 2003 (6 months to 30 June 2002—$17,222).
Apart from the foregoing, since the previous financial year end, no Director of the Company has received or has become entitled to receive a benefit (other than the emoluments disclosed in the annual financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related company with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
3
DIRECTORS REPORT
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
DIRECTORS SHAREHOLDINGS AS AT 28TH AUGUST 2003
The relevant interest of each Director in the share capital of the Company, as notified by the Directors to the Australian Stock Exchange in accordance Corporations Act 2001, at the date of this report is as follows:
Current Holdings
| Ordinary Shares | ||||||
| Direct | Indirect | |||||
W.F. James | — | — | ||||
G.R.W. Snow | — | 14,025,744 | ||||
S.J. Arrow | — | 1,952,934 | ||||
J.J.U. Taylor | 65,000 | — | ||||
A.M. Kerr | — | 1,299,686 | 1 | |||
R.P. Poernomo | 1,265,000 | 1 | — | |||
| 1. | These are the holdings as at 31st May 2003 when these Directors retired from the Board. |
ON BEHALF OF THE BOARD
W.F. JAMES
Director
29th August 2003
4
STATEMENT OF FINANCIAL PERFORMANCE
ATLAS PACIFIC LIMITED
AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
Note | Consolidated | |||||
| 2003 | 2002 | |||||
| (6 months) | (6 months) | |||||
| $ | $ | |||||
Revenue from sale of goods | 2 | 5,504,730 | 8,109,971 | |||
Other revenues from ordinary activities | 2 | 451,301 | 366,451 | |||
Total revenue | 2 | 5,956,031 | 8,476,422 | |||
Expenses from ordinary activities | ||||||
Cost of goods sold | 3,256,443 | 1,872,478 | ||||
Marketing expenses | 344,409 | 576,849 | ||||
Administration expenses | 832,315 | 972,782 | ||||
Borrowing costs | — | 3,295 | ||||
Depreciation/amortisation expenses | 138,058 | 130,288 | ||||
Other expenses from ordinary activities | 18,920 | 35,334 | ||||
Total expenses | 4,590,145 | 3,591,026 | ||||
Profit from ordinary activities before related income tax expense | 1,365,886 | 4,885,396 | ||||
Income tax expense relating to ordinary activities | 459,243 | 1,561,052 | ||||
Profit from ordinary activities after related income tax attributable to members of the parent entity | 906,643 | 3,324,344 | ||||
Basic earnings per share | 3 | 1.03 cents | 4.13 cents | |||
Diluted earnings per share | 3 | 1.03 cents | 3.86 cents | |||
5
STATEMENT OF FINANCIAL POSITION
ATLAS PACIFIC LIMITED
AND ITS CONTROLLED ENTITIES
AS AT 30TH JUNE 2003
Note | Consolidated | ||||||||
| 30/06/03 | 31/12/02 | 30/06/02 | |||||||
| $ | $ | $ | |||||||
CURRENT ASSETS | |||||||||
Cash | 3,793,191 | 6,119,808 | 7,994,115 | ||||||
Receivables | 1,998,423 | 1,182,741 | 1,359,363 | ||||||
Inventories | 2,536,204 | 2,924,061 | 831,155 | ||||||
Self generating and regenerating assets | (a | ) | 342,702 | 2,671,601 | 917,409 | ||||
Total Current Assets | 8,670,520 | 12,898,211 | 11,102,042 | ||||||
NON-CURRENT ASSETS | |||||||||
Inventories | 93,952 | 145,237 | 66,549 | ||||||
Self generating and regenerating assets | (a | ) | 10,833,678 | 8,203,530 | 9,799,609 | ||||
Property, plant and equipment | 2,311,285 | 2,194,935 | 2,204,505 | ||||||
Intangibles | 122,847 | 247,776 | 374,788 | ||||||
Deferred Tax Asset | 25,792 | 25,792 | 21,082 | ||||||
Total Non-Current Assets | 13,387,554 | 10,817,270 | 12,466,533 | ||||||
Total Assets | 22,058,074 | 23,715,481 | �� | 23,568,575 | |||||
CURRENT LIABILITIES | |||||||||
Accounts payable | 975,829 | 935,500 | 917,906 | ||||||
Current tax liabilities | — | 1,720,422 | 1,580,951 | ||||||
Interest bearing liabilities | — | — | — | ||||||
Provisions | 118,533 | 124,387 | 114,519 | ||||||
Total Current Liabilities | 1,094,362 | 2,780,309 | 2,613,376 | ||||||
NON-CURRENT LIABILITIES | |||||||||
Deferred tax liability | — | — | 961 | ||||||
Total Non-Current Liabilities | — | — | 961 | ||||||
Total Liabilities | 1,094,362 | 2,780,309 | 2,614,337 | ||||||
Net Assets | 20,963,712 | 20,935,172 | 20,954,238 | ||||||
SHAREHOLDERS EQUITY | |||||||||
Contributed equity | 5 | 18,849,092 | 18,849,092 | 17,286,629 | |||||
Retained profit | 6 | 2,114,620 | 2,086,080 | 3,667,609 | |||||
Total Shareholders Equity | 20,963,712 | 20,935,172 | 20,954,238 | ||||||
| (a) | Self generating and regenerating assets (SGARAs) are defined as non-human living assets of an entity. Under accounting standard AASB1037, the Company is required to list these assets as a separate category of assets to other non living inventory. The assets that are recorded as SGARAs are the oysters that produce the pearls sold by the Company. |
The Statement of Financial Position is to be read in conjunction with the notes to and forming part of the half year financial report.
6
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 3OTH JUNE 2003
| Consolidated | ||||||||
| Notes | 2003 | 2002 | ||||||
| (6 months) | (6 months) | |||||||
| $ | $ | |||||||
Cash flows from operating activities | ||||||||
Cash payments in the course of operations | (3,740,080 | ) | (4,071,299 | ) | ||||
Taxes Paid | (2,986,199 | ) | (1,514,956 | ) | ||||
Receipts from sale of pearls | 5,641,910 | 8,846,856 | ||||||
Interest and other items of a similar nature received | 110,691 | 154,251 | ||||||
Interest paid | — | (7,731 | ) | |||||
Net cash used in operating activities | (973,668 | ) | 3,407,121 | |||||
Cash flows from investing activities | ||||||||
Payments for property, plant and equipment | (474,836 | ) | (267,660 | ) | ||||
Net cash used in investing activities | (474,836 | ) | (267,660 | ) | ||||
Cash flows from financing activities | ||||||||
Repayment of borrowing’s | — | (22,498 | ) | |||||
Proceeds from conversion of options to shares | — | 993,902 | ||||||
Payment of dividends | (878,103 | ) | (1,650,274 | ) | ||||
Net cash provided by (used in) financing activities | (878,103 | ) | (678,870 | ) | ||||
Net increase/(decrease) in cash held | (2,326,617 | ) | 2,460,591 | |||||
Cash at the beginning of the half-year | 6,119,808 | 5,585,608 | ||||||
Cash at the end of the half-year | 8 | 3,793,191 | 8,046,199 | |||||
Non cash transactions
Nil
The statement of cash flows is to be read in conjunction with the notes to and forming part of the half year financial report.
7
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| 1. | BASIS OF PREPARATION OF HALF YEAR FINANCIAL STATEMENTS |
This general purpose half year consolidated financial report has been prepared in accordance with the requirements of the Corporations Act 2001 and Accounting Standard 1029 “Interim Financial Reporting” and other mandatory professional reporting requirements. It is recommended that this half year financial report be read in conjunction with the 31st December 2002 Financial Statements and Report and any public announcements by Atlas Pacific Limited and its Controlled Entities during the half year in accordance with continuous disclosure obligations arising under the Corporations Act 2001.
These accounts have been prepared on the basis of historical cost and except where stated, do not take into account changing money values or current valuations of non-current assets.
The accounting policies have been consistently applied by the entities in the economic entity and except where there is a change in accounting policy, are consistent with those of the previous financial year and corresponding half year.
The economic entity is subject to inconsistent revenue flows from the sale of its pearls. Although private treaty sales are effected year-round, the majority of sales are experienced at auctions which are usually held in February and August/September of each year.
For the purpose of preparing the half year financial report, the half year has been treated as a discrete reporting period.
A reference to Dollars or $ means Australian Dollars.
| Consolidated | ||||||
| 2003 | 2002 | |||||
| (6 months) | (6 months) | |||||
| $ | $ | |||||
| 2. | REVENUE | |||||
| The profit/(from normal operating activities) before income tax has been determined after crediting as revenue: | ||||||
| Sales | 5,504,730 | 8,109,971 | ||||
| Interest received – other parties | 110,691 | 162,842 | ||||
| Foreign exchange fluctuation | 304,045 | 149,807 | ||||
| Other | 36,565 | 53,802 | ||||
| 5,956,031 | 8,476,422 | |||||
8
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| Consolidated | ||||||||
| 2003 | 2002 | |||||||
| (6 months) | (6 months) | |||||||
3. | EARNINGS PER SHARE | |||||||
| Basic earnings per share | 1.03 cents | 4.13 cents | ||||||
| Diluted earnings per share | 1.03 cents | 3.86 cents | ||||||
| Weighted average number of ordinary shares used for basic earnings per share | 87,810,254 | 80,485,490 | ||||||
| Diluted earnings per share for 2002 is calculated after taking into consideration all options on issue that remained unconverted at 30th June 2002 as potential ordinary shares. | ||||||||
| Consolidated | ||||||||
| 2003 | 2002 | |||||||
| (6 months) | (6 months) | |||||||
| $ | $ | |||||||
4. | DIVIDENDS | |||||||
| Dividend Payments – | ||||||||
| A dividend of two (2) cents per share franked to one (1) cent per share was declared and paid in the six months ending 30th June 2003: | 878,103 | 1,650,274 | ||||||
5. | SHARE CAPITAL | |||||||
| Issued: | ||||||||
| 87,810,254 ordinary shares fully paid) | 18,849,092 | 17,286,629 | ||||||
| (31/12/2002 87,810,254 ordinary shares) | ||||||||
| (30/06/2002 82,602,043 ordinary shares) | ||||||||
| During the 6 months ending 30th June 2002, the following shares were issued by the Company: | ||||||||
| Conversion of Secured Convertible Notes to Shares | — | 731,080 | ||||||
Conversion of Options (14 October 2002) to Shares | — | 2,968,004 | ||||||
Conversion of Options( 31 December 2002) to Shares | — | 345,000 | ||||||
| — | 4,044,084 | |||||||
| No shares, or other securities have been issued by the company during 2003. | ||||||||
6. | RETAINED PROFIT | |||||||
| Retained profit at the beginning of the half year | 2,086,080 | 1,993,541 | ||||||
| Net Profit attributable to Members | 906,643 | 3,324,344 | ||||||
| Dividend | (878,103 | ) | (1,650,276 | ) | ||||
| Retained profit at the end of the half year | 2,114,620 | 3,667,609 | ||||||
9
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| 7. | SEGMENT REPORTING |
| (a) | Industry |
The undertaking of the Company is predominantly in the pearling industry.
| (b) | Geographical |
| 30/06/2003 | Indonesia | Australia | Eliminations | Total | ||||||
Revenue | ||||||||||
External segment revenue | 59,066 | 5,896,965 | — | 5,956,031 | ||||||
Inter-segment revenue | 3,053,799 | — | (3,053,799 | ) | — | |||||
Total segment revenue | 3,112,865 | 5,896,965 | (3,053,799 | ) | 5,956,031 | |||||
Result | ||||||||||
Profit from ordinary activities after income tax | 80,070 | 1,101,593 | — | 1,181,663 | ||||||
Unallocated Profit | (275,020 | ) | ||||||||
Net Profit | 906,643 | |||||||||
Depreciation and amortisation | 8,455 | 4,674 | — | 13,129 | ||||||
Unallocated | 124,929 | |||||||||
Total Depreciation and Amortisation | 138,058 | |||||||||
Non cash expenses other than depreciation and amortisation | — | 133,293 | — | 133,293 | ||||||
Segment assets | 14,538,547 | 35,140,380 | (27,620,853 | ) | 22,058,074 | |||||
Segment liabilities | 13,884,915 | 20,585,309 | (33,375,862 | ) | 1,094,362 | |||||
Acquisition of-non current assets | 474,314 | — | — | 474,314 |
| 30/6/2002 | Indonesia | Australia | Eliminations | Total | |||||||
Revenue | |||||||||||
External segment revenue | 48,572 | 8,427,850 | — | 8,476,422 | |||||||
Inter-segment revenue | 1,249,399 | — | (1,249,399 | ) | — | ||||||
Total segment revenue | 1,297,971 | 8,427,850 | (1,249,399 | ) | 8,476,422 | ||||||
Results | |||||||||||
Profit from ordinary activities after income tax | (200,295 | ) | 3,649,568 | — | 3,449,273 | ||||||
Unallocated | (124,929 | ) | |||||||||
Net Profit | 3,324,344 | ||||||||||
Depreciation and Amortisation | — | 5,359 | — | 5,359 | |||||||
Unallocated | 124,929 | ||||||||||
Total Depreciation and Amortisation | 130,288 | ||||||||||
Non cash expenses other than depreciation and amortisation | — | 147,707 | — | 147,707 | |||||||
Segment assets | 14,203,075 | 38,176,003 | (28,810,503 | ) | 23,568,575 | ||||||
Segment liabilities | 13,501,968 | 22,152,201 | (33,039,832 | ) | 2,614,337 | ||||||
Acquisition of non-current assets | 258,958 | 8,702 | — | 267,660 | |||||||
10
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| 8. | NOTES TO THE STATEMENT OF CASH FLOWS |
Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on hand and at bank and short-term deposits at call, net of outstanding bank overdrafts. Cash as at the end of financial period as shown in the statement of cash flows is reconciled to the related items in the balance sheet as follows:
| Consolidated | ||||
| 2003 | 2002 | |||
Cash at Bank | 3,293,191 | 2,355,559 | ||
Bills of exchange | 500,000 | 5,638,556 | ||
| 3,793,191 | 7,994,115 | |||
Cash per balance sheet | ||||
Short term deposits * | — | 52,084 | ||
Cash and cash equivalents as per statement of cash flows | 3,793,191 | 8,046,199 | ||
| * | Amount included in receivables $ nil (2002 – $52,084) being funds held on fixed term deposit at the bank as security for the Companys forward exchange hedging contracts. |
| 9. | CONTINGENT LIABILITIES |
The Company has a commitment to pay rent for its office accommodation up to the end of its current lease which expires in September 2003. The annual rental for this accommodation is $35,000.
| 10. | POST BALANCE DATE EVENTS |
No matters or circumstances have arisen since the end of the half year which significantly affect the operations of the economic entity, the results of those operations or the state of affairs of the economic entity in subsequent financial periods.
The results of significant operation activities are made available to shareholders and other interested parties through announcements to the Australian and Nasdaq Stock Exchanges.
11
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
The Directors declare that the financial statements and notes set out on pages 5 to 11:
| (a) | comply with Accounting Standards AASB1029 “Interim Financial Reporting” and the Corporations Regulations 2001 and other mandatory professional reporting requirements, and |
| (b) | give a true and fair view of the consolidated entity’s financial position as at 30th June 2003 and of its performance, as represented by the results of its operations and its cash flows, for the half-year ended on that date. |
In the Directors opinion there are reasonable grounds to believe that Atlas Pacific Limited will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Directors.
W.F. JAMES
Director
Perth, Western Australia
29th August 2003
12
INDEPENDENT REVIEW REPORT TO THE MEMBERS
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
To the members of Atlas Pacific Limited
Scope
We have reviewed the financial report being the Statement of Financial Performance, Statement of Financial Position, Statement of Cash Flows and Directors’ Declaration of Atlas Pacific Limited for the half-year ended 30 June 2003. The disclosing entity’s directors are responsible for the financial report. We have performed an independent review of the financial statements in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with Accounting Standard AASB 1029: Interim Financial Reporting, other mandatory professional reporting requirements in Australia and statutory requirements, so as to present a view which is consistent with our understanding of the disclosing entity’s financial position, and performance as represented by the results of its operations and its cash flows, and in order for the disclosing entity to lodge the financial statements with the Australian Securities & Investments Commission.
Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. A review is limited primarily to inquiries of the disclosing entity’s personnel and analytical procedures applied to the financial data. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an opinion.
Statement
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Atlas Pacific Limited is not in accordance with:
| (a) | the Corporations Act 2001, including: |
| (i) | giving a true and fair view of the disclosing entity’s financial position as at 30 June 2003 and of its performance for the half-year ended on that date; and |
| (ii) | complying with Accounting Standard AASB 1029: Interim Financial Reporting and the Corporations Regulations; and |
| (b) | other mandatory professional reporting requirements in Australia. |
BDO
Chartered Accountants
G F Brayshaw
Partner
Perth, 29 August 2003
13
RESULTS FOR ANNOUNCEMENT TO THE MARKET
AUSTRALIAN STOCK EXCHANGE LISTING RULES
ATLAS PACIFIC AND ITS CONTROLLED ENTITTES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| 1 | The reporting period and the previous corresponding period as detailed in this financial statement are 30th June 2003 and 30th June 2002 respectively |
| 2003 | 2002 | % Change | Up/Down | ||||||||||
2 | Key Financial Data | ||||||||||||
| 2.1 | Revenue | 5,956,031 | 8,476,422 | 30 | % | Down | |||||||
| 2.2 | Profit from ordinary activities after tax attributable to members | 906,643 | 3,324,344 | 73 | % | Down | |||||||
| 2.3 | Net profit attributable to members | 906,643 | 3,324,344 | 73 | % | Down | |||||||
| 2.4 | Dividends | ||||||||||||
The Directors advise that an interim dividend will not be paid by the Company at this time. The payment of dividends by the Company is subject to the availability of sufficient funds taking into consideration future capital requirements for operational and expansion needs. At this time, the Board does not believe that the cash reserves are sufficient to declare an interim dividend.
| 3 | Net Tangible Assets |
| Consolidated | ||||
| 2003 | 2002 | |||
Net tangible assets per ordinary share | 24 cents | 25 cents | ||
| 4 | Control was neither gained nor lost over any related party during the six months to 30th June 2003 |
| 5 | Dividends paid in relation to 2002 profits were as follows: |
25th October 2002 | 2 cents per share | 100% franked | ||
30thApril 2003 | 1 cent per share | 100% franked |
| 6 | Dividend Reinvestment Plan |
At the Company’s last AGM held on 21st May 2003, a Dividend reinvestment Plan was approved and the summary of this agreement is as follows:
The Dividend Reinvestment Plan allows shareholders to elect to receive part or all of their dividends in shares issued at a discount to the prevailing market price of the Company’s shares. All or part of the shareholders’ dividends may be reinvested in additional shares at a discount of 5% on the market price, free of brokerage, commission, stamp duty and other costs. A summary of the Dividend Reinvestment Plan is as follows:
| • | All fully paid ordinary shares are eligible to participate in the plan; |
| • | Participation in the plan is optional and no action is required by shareholders if they wish to receive dividends in the usual manner; |
| • | At the dividend payment date, and on a shareholder having elected to receive part or all of their dividend in new shares, the dividend on shares participating in the plan is automatically reinvested in new shares; |
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RESULTS FOR ANNOUNCEMENT TO THE MARKET
AS PER APPENDIX 4D
AUSTRALIAN STOCK EXCHANGE LISTING RULES
ATLAS PACIFIC AND ITS CONTROLLED ENTITTES
FOR THE HALF YEAR ENDED 30TH JUNE 2003
| • | Shares issued under the plan will be fully paid ordinary shares and will rank equally in all respects with existing ordinary shares and can be sold at any time; |
| • | When an entitlement calculation ends in a fraction of a share, the entitlement to new shares will be rounded up to the next full share; |
| • | Under the plan, new shares may be issued at a discount from the market price. The discount is to be determined by Directors from time to time but will be set at 5% at the time that the plan is approved; |
| • | The minimum number of ordinary shares eligible to participate in the plan is 5,000; |
| • | There is no brokerage, stamp duty or other charges, The Company will bear the costs of administering the plan; |
| • | Shareholders can elect to participate up to the maximum amount of the dividend allowed under the plan or they can participate in only part of their holding; |
| • | Statements will be issued to each shareholder who participates in the plan after the dividend has been paid; |
| • | The plan may be suspended, modified or terminated by the Directors at any time by giving participants notice in accordance with the rules of the plan; |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ATLAS PACIFIC LIMITED | ||||||||
By: | /s/ Simon Charles Bunbury Adams | |||||||
| Date: 10/15/03 | Name: | Simon Charles Bunbury Adams | ||||||
Title: | Chief Financial Officer | |||||||
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